Share purchase agreement (SPA)
The central agreement governing the acquisition of a business (share or asset deal), covering the object of sale, purchase price, warranties and completion.
The share purchase agreement (SPA) is the heart of the transaction. It defines the object of sale, the purchase-price mechanism, the seller warranties, indemnities and the conditions precedent. It is common to separate signing from closing (completion).
The agreement follows internationally shaped templates, but in Austria applies on the basis of the default warranty rules (sections 922 et seq. ABGB), which are usually contracted out and replaced by the bespoke warranty regime. For a GmbH the transfer of shares requires a notarial deed.
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Legal basis
Statutory texts for orientation; the version in force at the relevant time prevails.
This explanation gives a general overview of Austrian law and does not replace advice in an individual case. The specific circumstances of your transaction are always decisive.
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Warranties
Independent assurances by the seller about specific characteristics of the company, the breach of which triggers damages or price-adjustment claims.
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Indemnity
A contractual undertaking by the seller to hold the buyer fully harmless against a specifically identified risk.
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Conditions precedent
Suspensive conditions that must be satisfied between signing and closing before the transaction is completed.
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Closing
The completion of the transaction at which, once all conditions are satisfied, the shares are transferred and the purchase price is paid.
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